8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: September 29, 2011

(Date of earliest event reported)

Texas Rare Earth Resources Corp.

(Exact Name of Registrant as Specified in Charter)

Nevada (State or Other Jurisdiction of Incorporation) 0-53482 (Commission File Number) 87-0294969 (IRS Employer Identification No.)

304 Inverness Way South, Suite 365 Englewood, CO  80112  (Address of principal executive offices) 80112 (Zip Code)

Registrant’s telephone number, including area code:   (303) 597-8737

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On September 29, 2011, Texas Rare Earth Resources Corp. (the “Registrant”) issued a press release announcing that it has retained Lee “Pat” Gochnour of Gochnour & Associates, Inc. and Klepfer Mining Services LLC to provide technical assistance to the Registrant in the development of its Round Top Mountain Project.  A copy of the press release is attached to this report as Exhibit 99.1.  In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.  The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

On October 27, 2011, the Registrant issued a press release announcing results of preliminary mineralogical assessments of its Round Top Mountain Project.  A copy of the press release is attached to this report as Exhibit 99.2.  In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.  The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Exhibits.

The following Exhibits relating to Item 7.01 are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

Exhibit	Description
99.1	Press Release dated September 29, 2011
99.2	Press Release dated October 27, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TEXAS RARE EARTH RESOURCES CORP.
DATE:  October 28, 2011	By:	/s/ Wm. Chris Mathers
		Wm. Chris Mathers Chief Financial Officer

EXHIBIT INDEX

The following Exhibits relating to 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

Exhibit	Description
99.1	Press Release dated September 29, 2011
99.2	Press Release dated October 27, 2011

EX-99.1

EXHIBIT 99.1

  NEWS RELEASE

 Texas Rare Earth Resources Corp., 304 Inverness Way South, Suite 365, Englewood, CO  80112

For more information contact:
Nadine Wakely Director, Investor Relations	Deborah K. Pawlowski Kei Advisors LLC
Phone: 303.597.8737	Phone: 716.843.3908
Email: nwakely@trer.com	Email: dpawlowski@keiadvisors.com

Texas Rare Earth Resources Contracts

Environmental Engineer and Geological Modeling Expert

for Preliminary Economic Analysis

·   Gouchner & Associates, Inc. to direct baseline development and permitting efforts

·   Klepfer Mining Services LLC to provide technical assistance in preparation of geological model

Sierra Blanca, TX and Denver, CO, September 29, 2011-- Texas Rare Earth Resources Corp. (the “Company”) (OTCQB:TRER), a heavy rare earths exploration and development company, today announced that Lee “Pat” Gochnour of Gochnour & Associates, Inc. and Klepfer Mining Services LLC (“KMS”) have been retained to provide technical assistance in the development of the Round Top project.  Mr. Gochnour will direct environmental baseline development and permitting efforts to support project design, permitting, operation and closure planning.  KMS will assist in the preparation of the geological model for the project and will be assisting on preliminary mine planning, engineering, and developing corporate strategy towards a scoping study.

Anthony J. Garcia, the Company’s Senior Vice President of Project Development, commented, “We believe Pat’s extensive experience in permitting and environmental service to the mining industry since 1981 will be a major asset to our team’s efforts to move the Round Top project forward, while KMS brings a wide range of operational and technical experience that we believe will also drive the advancement of the project.”

Prior to forming his own company in 1994, Mr. Gochnour was Vice President of Environmental Services for Pincock, Allen & Holt, a division of Hart Crowser, Inc.  He has also served as Corporate Environmental Manager for St Joe Minerals, Bond International Gold, LAC Minerals & MinVen Gold Corporation.  His areas of expertise include environmental audits, permitting programs, Plan of Operations and EA/EIS development, alternative siting studies, reclamation planning, environmental contingency planning, remediation and environmental litigation support.  In addition to these site-specific capabilities and experience, Mr. Gochnour also provides environmental and permitting feasibility support for project financing to a wide range of domestic and international clients.

KMS is a consortium of industry professionals that collaborate to provide services to the mining industry.  KMS specializes in assisting companies in the development of new projects in areas such as engineering, environmental management, technical support, resource development, mining law, 

Texas Rare Earth Resources Contracts Environmental Engineer and Geological Modeling Expert

for Preliminary Economic Analysis

September 29, 2011

Page 2 of 2

and other typical mine services.  Eric Klepfer is the principle of KMS and has a B.S. Degree in Mining Engineering with over 30 years of operational, technical, environmental, and management experience.  Mr. Klepfer was Vice President of Operations for Mines Management and Vice President of Technical Services for Earthworks Technology, a subsidiary of Coeur d’Alene Mines Corporation.  He has also held positions with Kaiser Steel, Noranda Minerals, USMX, Newmont Gold, Dee Gold, Placer Dome and is currently a Director with Timberline Resources Corporation.  Mr. Klepfer was also involved with the technical and environmental efforts for the Kensington Gold Project and is currently providing similar services on the Montanore Project located in Northwestern Montana.

Mr. Klepfer will lead a team  that have all been involved with major mining projects in the western U.S., Alaska, Canada, and other countries;  working for Cominco American, Inc., Newmont Gold, Pegasus Gold, Anaconda, Barrick Gold, Placer Dome, and other mining and exploration companies.

About Texas Rare Earth

Texas Rare Earth Resources Corp.'s primary focus is exploring and developing its Round Top rare earth minerals project.  The Round Top project is located in Hudspeth County, Texas, 85 miles east of El Paso, Texas.  Independently published data indicates the property may contain approximately 1.6 billion metric tons of rhyolite host rock containing rare earth minerals with potentially a 70% ratio of heavy to total rare earth minerals.  Prior exploratory work also indicates what the Company believes to be a potentially large, high-grade beryllium mineralization.  Uranium mineralization is also present in the deposit.  The Company’s common stock trades on the OTCQB Market tier under the symbol “TRER.”

For more information on Texas Rare Earth Resources Corp., visit its website at

http://www.texasrareearth.com.

Cautionary Note to U.S. Investors

The United States Securities and Exchange Commission (“SEC”) limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. Our Round Top rare earth-beryllium-uranium project currently does not contain any known proven or probable ore reserves under SEC reporting standards and our reference above to the metric tons of rhyolite contained

at the project is a reference only to estimated in-place tonnage. U.S. investors are urged to consider closely the disclosure in our latest reports and registration statements filed with the SEC. You can review and obtain copies of these filings at http://www.sec.gov/edgar.shtml.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Texas Rare Earth Resources expects or anticipates will or may occur in the future, including such things as the potential development of the Round Top rare earth—beryllium-uranium project, estimates of mineralized material, the potential of Mr. Gochnour’s and KMS’s experience to advance the Round Top project, the potential ratio of heavy to total rare earth minerals present at the Round Top project, the number of metric tons of rhyolite contained at the Round Top project and other such similar matters are forward-looking statements. When used in this press release, the words “potential”, “indicate”, “expect”, “intend”, “hopes,” “believe,” “may,” “will,” “if, “anticipate” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Texas Rare Earth Resources to be materially different from any future results, performance or achievements expressed or implied by such statements. Such factors include, among others, uncertainty of mineralized material estimates, risks relating to completing drilling and metallurgical testing at the Round Top project, risks related to project development determinations, risks related to fluctuations in the price of rare earth minerals, the inherently hazardous nature of mining-related activities, potential effects on Texas Rare Earth Resource’s operations of environmental regulations, risks due to legal proceedings, risks related to uncertainty of being able to raise capital on favorable terms or at all, as well as those factors discussed under the heading “Risk Factors” in Texas Rare Earth Resource’s latest annual report on Form 10-K as filed on February 8, 2011, as amended, April 19, 2011, and other documents filed with the U.S. Securities and Exchange Commission. Although Texas Rare Earth Resources has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Except as required by law, Texas Rare Earth Resources assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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EX-99.2

EXHIBIT 99.2

  NEWS RELEASE

Texas Rare Earth Resources Corp., 304 Inverness Way South, Suite 365, Englewood, CO80112

For more information contact:
Nadine Wakely Director, Investor Relations	Deborah K. Pawlowski Kei Advisors LLC
Phone: 303.597.8737	Phone: 716.843.3908
Email: nwakely@trer.com	Email: dpawlowski@keiadvisors.com

Texas Rare Earth Resources Announces Favorable Results of

Preliminary Mineralogical Assessments for its

Round Top Rare Earth Project

·   Completes Phase I of metallurgical testing and characterization

·   Reconfirms that rare earth minerals are finely disseminated throughout the rhyolite host rock

·   Simplistic REE mineral associations are reconfirmed, suggesting favorable metallurgical processing options

Sierra Blanca, TX and Denver, CO, October 27, 2011-- Texas Rare Earth Resources Corp. (OTCQB:TRER), a heavy rare earths exploration and development company, today announced that it has completed Phase I of its metallurgical testing and characterization.  The laboratory analysis and testing was completed by Mountain States R & D International, Inc.

Marc LeVier, President and Chief Executive Officer of Texas Rare Earth commented, “The testing performed by the Mountain States laboratory has reconfirmed that the rare earth minerals are finely disseminated throughout the rhyolite host rock.  Based on the initial ore characterization, the testing reconfirms the simplistic rare earth element mineral associations, which suggests favorable metallurgical processing options.  These results also suggest that the mineralogy should provide favorable low costs for metallurgical processing, which we believe will provide a significant competitive advantage.”

Texas Rare Earth has also contracted Phase II of the metallurgical characterization work to Mountain States.  The second phase of this work is currently underway and is focused on pre-concentration evaluation and other diagnostic testing.  This program is expected to provide the basis for our scoping study, which is targeted to be completed in 2012.

Dr. Roshan Bhappu, President and Owner of Mountain States R & D International, Inc. is a world renowned expert in metallurgical process development engineering.  Dr. Bhappu has worked on hundreds of mining projects worldwide, involving the extraction of base metals, precious metals, industrial minerals, rare earth elements, coal and uranium.  Dr. Bhappu has been the past president

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Texas Rare Earth Resources Announces Favorable Results of Preliminary Mineralogical Assessments for its Round Top Rare Earth Project

October 27, 2011

Page 2 of 2

 of SME and AIME and, in 2010, was awarded the prestigious Mining & Metallurgical Society of America's Gold Medal for contribution to the mining industry.

About Texas Rare Earth

Texas Rare Earth Resources Corp.'s primary focus is exploring and developing its Round Top rare earth minerals project.  The Round Top project is located in Hudspeth County, Texas, 85 miles east of El Paso, Texas.  Independently published data indicates the property may contain approximately 1.6 billion metric tons of rhyolite host rock, containing rare earth minerals with potentially a 70% ratio of heavy to total rare earth minerals.  Prior exploratory work also indicates what the Company believes to be a potentially large, high-grade beryllium mineralization.  Uranium mineralization is also present in the deposit.  The Company’s common stock trades on the OTCQB Market tier under the symbol “TRER.”

For more information on Texas Rare Earth Resources Corp., visit its website at

http://www.trer.com.

Cautionary Note to U.S. Investors

The United States Securities and Exchange Commission (“SEC”) limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. Our Round Top rare earth-beryllium-uranium project currently does not contain any known proven or probable ore reserves under SEC reporting standards and our reference above to the metric tons of rhyolite contained at the project is a reference only to estimated in-place tonnage. U.S. investors are urged to consider closely the disclosure in our latest reports and registration statements filed with the SEC. You can review and obtain copies of these filings at http://www.sec.gov/edgar.shtml.

Forward-Looking Statements

This press release contains forward-looking statements within the eaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Texas Rare Earth Resources expects or anticipates will or may occur in the future, including such things as the potential development of the Round Top rare earth project, estimates of mineralized material,  the potential low costs for metallurgical processing, the potential competitive advantage low cost processing might provide, the Phase II metallurgical testing providing a basis for a scoping study, the expected completion date for the scoping study, the potential ratio of heavy to total rare earth minerals present at the Round Top project, the number of metric tons of rhyolite contained at the Round Top project and other such similar matters are forward-looking statements. When used in this press release, the words “potential”, “indicate”, “expect”, “intend”, “hopes,” “believe,” “may,” “will,” “if, “anticipate” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Texas Rare Earth Resources to be materially different from any future results, performance or achievements expressed or implied by such statements. Such factors include, among others, uncertainty of mineralized material estimates, risks relating to completing metallurgical testing at the Round Top project, risks related to the results of future metallurgical testing not confirming past results and expectations, risks related to the potential timing and completion of the scoping study, risks related to project development determinations, risks related to fluctuations in the price of rare earth minerals, the inherently hazardous nature of mining-related activities, potential effects on Texas Rare Earth Resource’s operations of environmental regulations, risks due to legal proceedings, risks related to uncertainty of being able to raise capital on favorable terms or at all, as well as those factors discussed under the heading “Risk Factors” in Texas Rare Earth Resource’s latest annual report on Form 10-K as filed on February 8, 2011, as amended, April 19, 2011, and other documents filed with the U.S. Securities and Exchange Commission. Although Texas Rare Earth Resources has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Except as required by law, Texas Rare Earth Resources assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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